Document OJ41LwLRwOwGrN0p5OX8VxKvw

Exhibit :,AU ENDORSED FILED. I* Ifc* CC<' ittrttt.* ! Jim U0V7 1957 1 ARTICLES OF INCORPORATION HM H J02DW. Sxttm Cf SUt 2 OF By THOM IS W. PICKSTT 3 'PACO TEXTURES CORPORATION 4 5 ; KNOW ALL MEN EY THESE PRESENTS that we, the undersigned 6 have this day voluntarily associated ourselves together for the 7 purpose of forming a corporation under and pursuant to the laws of 8 the State of California, and we do certify: 9I 10 J nI That the name of the corporation shall be: PACO TEXTURES CORPORATION 12 13 14 15 0m ) d <2ivD*5i_Z5 -tfc 16 17 II The principal purpose for which this corporation is organized is to engage in the manufacture, sale and distribution of Joint cement and texture materials and related products and products related to the U3e thereof. The general purposes are as follows: 18 (a) To purchase, acquire, own, hole, use, lease, sell.. . 19 exchange, mortgage, any and all property of every kind and dcscrlp-j 20 tlon, real, personal and mixed, and wheresoever situated, cither 21 22 i I. 23 in California, other states of the United States, the District of Columbia, territories and colonies of the United States, or foreigrj countries. ' 24 (b) To acquire, by purchase or otherwise, the goodwill, 25 business, property rights, franchise and assets of every kind, 26 with or without undertaking, either wholly or in part, the liabill-j 27 ties of any person, firm, association or corporation; and to 28 acquire any property or business as a going concern cr otherwise: 29 1. Dy purchase of the assets thereof wholly or in part. 30 2. Dy acquisition of the shares of any 31 part thereof, or 32 3. In any other manner,' ' ? {h 41 . ^ Ij- -M) -8t .-l-` ' -4 .. . r,,> .. 7J L*u(L CAN C A R LO *. C A LIFO R N IA 1 and to pay for the sane In cash or in shares or bonds or other 2 evidences of indebtedness of this corporation, or otherv/lse; to 3 hold, maintain and operate, or in any manner dispose of, the whole 4 or any part of the goodwill, business, rights and property so 5 acquired, and to conduct in any lawful manner the whole or any part 6 of any business so acquired; and to exercise all the powers necess 7 ary or convenient in and about the management of such business. 8 (c) To enter into, make, perform and carry out contracts 9 of every kind for any lawful purpose without limit as to amount, 10 with any person, firm, association or corporation, municipality, 11 county, parish, state, territory, government or other municipal or 12 governmental subdivision. 13 (d) To act as financial, commercial, general or special 14 agent or representative of or for any corporation, association, 5m 15 d 16 > 4 17 firm, syndicate, individual, or othero, and as such to develop, improve, and extend the property, trade, and business Interests thereof, and to aid any lawful enterprise in connection therewith, 18 and acting as such, or as agent or broker for any principal to 19 furnish and procure or provide all services, aid and assistance 20 necessary to the proper development of any such lawful enterprise. 21 (e) To subscribe or cause to be subscribed for, and to 22 take, purchase and otherwise acquire, own, hold, use, sell, assign, 23 transfer, exchange, distribute and otherwise dispose of, the whole 24 or any part of the shares of the capital stock, bonds, coupons,. 25 mortgages, deeds of trust, debentures, securities, obligations, 26 evidences of Indebtedness, notes, goodwill, rights, aeseto and 27 property of any and every kind, or any part thereof, of any other 28 corporation or corporations, association or associations, firm or 29 firms, or person or persons, together with shares, rights, units 30 of interest in, or in respect of, any trust estate, now or here 31 after existing, and whether created by the laws of the State of 32 California or of any other atate, territory or country, and to I ..-2 ' .v i 1 operate, manage and control such properties, or any or them, either 2 in the name of euch other corporation or corporations or in the 3 name of this corporation, and while the owners of any of said shares 4 of capital Btock, to exercise all the rights, powers and privileges 5 of ownership of every kind and description, including the right to 6 vote thereon, with power to designate some person or persons for 7 that purpose from time to time, and to the same extent as natural 8 persons might or could do. " 9 (f) To borrow and lend money, but nothing herein con- ' 10 tained shall be construed as authoi'i-ing the business of banking, 11 or as including the business purpose cf a commercial bank, savings 12 bank or trust company. 13 (g) To issue bonds, notes, debentures or other oblig j;. 14 sSh; 15 ations of this corporation from time to time for any of the objects or purposes of this corporation, and to secure the sane by mortgage, izlii 16 <5 s > ~?SJ l7! ' S 18 ( deed of trust, pledge or otherwise, or to issue the same unsecured; to purchase or otherwise acquire its own bonds, debentures or other evidences of lto indebtedness or obligations; to purchase, hold, . 19 sell and transfer the shares of its own capital stock to the extent 20 and in the manner provided by the laws of the State of California 21 as the same are now in force or may be hereafter amended. 22 (h) To have and to exercise all the powers conferred by, 23 the laws of California upon corporations formed under the laws 24 pursuant to and under which this corporation is formed, as such 25 laws are now in effect or may at any time hereafter be amended. 26 The foregoing statement of purposes shall be construed as 27 a statement of both purposes and powers, and the purposes and power: 28 stated in each clause shall, except where otherwise expressed, be 29 in nowise limited or restricted by reference to or inference from 30 the terms or provisions of any other clause, but shall be regarded 31 as Independent purposes and powers. 32 ... -3 * 'Srf 1 III 2 The county in the State c-f California where the principal 3 office for the transaction of the business of the corporation is 4 located in Alameda County. 5; IV - 6 This corporation is authorized to issue two classes of 7 shares of stock to be designated respectively "Preferred" and 8 "Common"; the total number- of shares which this corporation shall 9 have authority to issue is 25,250, and the aggregate par value of ` 10 all shares that are to have a par value shall be $5C,CGC.C0; the 11 number of Preferred shares that are to have a par value shall be 12 250, and the par value of each share of such class shall be ONE 13 HUNDRED DOLLARS ($100.00); and the number of Common shares that 14 are to have a par value shall be 25,000, and the par value of each 15 share of such class shall be ONE DOLLAR ($1.00). 16 V 1? A statement of the preferences, privileges and restriction 18 granted to or Imposed upon the respective classes cf shares, cr the 19 holders thereof is a3 follows: 20 (a) 1. The holders of preferred chares shall be entitleij 21 to receive out of any funds of this corporation at the time legally 22 available for the declaration of dividends, dividends at the rate 23 of six per cent per annum of the par value thereof, payable in cash stock or property 24 /semi-annually or at such intervals as the board of directors may 25 from time to time determine. Such dividends shall accrue from 26 the date of issuance of the respective preferred shares and shall 27 be deemed to accrue from day to day whether or not earned or dec 26 lared. Such dividends shall be payable before any dividends shall 29 be declared or paid upon or set apert for the common shares, and 30 shall be cumulative so that IT in any year or years dividends upon 31 the outstanding preferred shares at the rate of six per cent per 32 annum of the par value thereof shall not have been paid thereon or -4A'' Jr- set apart therefor, the amount of the deficiency shall be fully paid or declared an_d set apart for payment, but without interest, before any distribution, whether by way of dividend or otherwise, shall be declared or paid upon or set apart for the common shares. - 2. The holders of common shares, after full cumulatlvj dividends to the amount of six per cent per annum upon the par value of outstanding preferred shares shall have been paid or declared and set apart for"payment, shall be entitled to receive in any fiscal year out of any funds of the corporation legally available for the declaration of dividends, dividends when and as declared by tn* board of directors at the rate of six per cent per annu`.i of the par value thereof for such fiscal year, or at such lesser rate as the board of directors may determine, payable stock or property in cash/semi-annually or at such intervals as the board of director} may from time to time determine. The right of the holders of common shares to receive such dividends shall not be cumulative, and no rights shall accrue to holders thereof by reason of the fact that dividends on common shares are not paid or declared or set apart for payment in or for any prior years. " 3. After all cumulative dividends on the preferred shares, as provided herein, have been paid or declared and set apart for payment, and the non-cumulatlve dividends on the common shares at the rate of six percent of the par value thereof for such fiscal year, as provided herein, have been paid or set apart for payment, if the board of directors shall elect to make further distributions of dividends, such dividends shall be made to all shares, preferred and common, end the amount of any such dividend on each preferred share shall bear the came ratio to the amount of any such dividend on each common ahare as the annual cumulative dividend on one preferred share as provided herein bears to the annual non-cumulatlve dividend of six per. cent of the par value thereof on one common share as provided herein; provided, however,! . ..f. .'-j* -5' 1 that the holders of preferred chares shall not receive for any one 2 fiscal year dividends under this 3* in addition to cumulative 3 dividends provided in 1, which in the aggregate are in excess of 4 six per cent of the par value thereof. The dividends authorized 5 in this 3 shall not bo cumulative and no rights shall accrue to 6 the holders of preferred or common shares by reason of the fact 7 thatT such dividends have not been paid or declared end set apart 8 for payment in any prior year. 9 it. Subject to all of the rights of the holders of 10 preferred i>r.zrts ao hereinabove Jn paragraphs 1 and 3 provided, the 11 holders of common shares shall be entitled to receive dividends in 12 excess of the sum of six per cent of the par value thereof for -13 any fiscal year, out of any funds of the corporation legally :* L O * . MC A Ui lrlO D N lA LV T IU . 14 available for the declaration of dividends, as and when declared 15 by the Board of Directors. 16 # (b) In the event of any liquidation, dissolution or g 17 winding up, whether voluntary or involuntary, of this corporation, Z 18 || before any amount shall be paid to the holders of common shares, Ml 20 21 22 23 the holders of the preferred chares ah2ll be entitled to receive, out of the assets of this corporation whether such assets are capital or surplus, an amount equal to the par value of the pre ferred shares and the unpaid dividends accrued thereon, and, after payment to the holders of common shares of an amount equal to the 24 par value thereof plus six per cent of the par value thereof per 25 share, the remaining aoaeto and funds of this corporation 6hall be 26 distributed in proportionate amounts per share to the holders of 27 the preferred shares and tho holders of the edmmon shares; provided, 28 however, that the holders of preferred shares ohall not receive in 29 any such case, in addition to the par value and the unpaid dividencs 30 accrued thereon, in excess of alx per cent cf the par value thereof. 31 (c) Except as otherwise provided by law or by these 32 articles of incorporation, the holders bf common shares issued and -6- 1 outstanding shall have and possess the exclusive right to notice of shareholder's meetings and the exclusive voting rights and power i, 3 and the holders of.preferred shares shall not be entitled to 4 notice of any shareholders' meeting, or to vote upon thp election 5 of directors or upon any question affecting the management or 6 affaire of this corporation, except wnere such notice or vote is 7 required by law or by these articles of incorporation. 8 If at any time eight (8) or more quarterly dividends 9 (whether consecutive or not) on the preferred shares shall be in 10 defaultr in whole or in part, the holders of preferred shares 11 if as a class shall be entitled to elect the smallest number of t 12 directors which will constitute a majority of the authorized number 13 of directors, and the holders of common shares as a class shall be 14l entitled to elect the remaining members of the board of directors. 15 At such time as all dividends accrued on the outstanding preferred 16 shares have been paid or declared and set apart for payment, the 17 rights of the holders of preferred shares to vote as provided 18 in this paragraph (c) shall ceacc, subject to renewal from time to ]; 19 time upon the same terms and conditions. ' 20 At any time after the voting power to elect a majority 21 of the board of directors shall have become vested in the holders 22 of the preferred shares as provided in this paragraph (c), the 23 secretary of this corporation may, and upon the request of the reco*c 24 holders of at least ten per cent (10^) of the preferred chares then 25 outstanding addressed to him at the principal office of this 26 corporation shall, call a special meeting of the holders of pre 27 ferred shares and of common shares for the election of directors, 28 to be held at the place and upon the notice provided in the by-laws 29 of the corporation for the holding of annual meetings. If such 30 meeting shall not be so called within ten (10) days after personal 31 service of the request, or within fifteen (15) days after-mailing 32 of the same by registered mall within the United States of America AM C A R LO * C A lirn R M IA LTffU - imct T R U C E fMt V E A Li l l M* 1 then the record holders of at least ten per cent (10) of the 2 preferred sharee then outstanding may designate in writing one of 3 their number to call such meeting, and the person so designated 4 may call 6uch meeting at the place and upon the notice above provide 5 and for that purpose shall have access to the stock books of the 6 f corporation. At any meeting so called or at any annual meeting 7 i held while the holders of the preferred 3hares have the voting 8 power to elect a majority'of the board of directors, the holders 9 of a majority of the then outstanding preferred shares present in 1C person or by proxy shall be sufficient to constitute a quorum 11 for the election of directors as herein provided. The terms of 12 office of all persons who are directors of the corporation at the 13 time of such meeting shall terminate upon the election at such 14 meeting by the holders of the preferred shares of the number of 15 directors they are entitled to elect, and the persona so ejected 16 as directors by the holders of the preferred shares, together with 17|j such persons, if any, as may be elected as directors by the 18 holders of the common shares, shall constitute the duly elected . 19 directors of this corporation. In the event the holders cf the 20 common shares fail to elect the number of directors which they 21 are entitled to elect at such meeting, additional directors may 22 be appointed by the directors elected by the holders of preferred 23 shares. 24 Whenever the holders of the preferred shares shall be 25 divested of such voting power aa hereinabove in this paragraph (c) 26 provided, the term of office of all persons who are at the time 27 directors of the corporation shall terminate upon the election 28 of their successors by the holders of the common shares. 29 (d) So long as any of the preferred shares onall be out 30 standing this Corporation shall not without first obtaining tne 31 approval, (by vote or written concent, aa provided by law) of the 32 holders of at leant two-thirda (2/3) of the total number of preferr* -8, -4e" -.-d1 \ 4 H C A M L O a . MC A Li Il ^l O H N IA LT T tU . ll>* shares outstanding j \\ 21! (1) alter or change the righta, preferences cr privileges: 3 of the preferred shares so as materially adversely tc affect the 4 preferred ohares; cr . 5 \ (2) increase the authorized number of preferred sharesj :o 6 ' (3) create any now clasa of ohareo having preferences 7 over or being on a parity with the preferred shares as to dividends 8 or assets, unless the purpose of creation of such class la, and the proceeds to be derived from the sales and issuance thereof are to j 9 'i 10 if be used for the retirement of all preferred shares then outstanding;^ 11 fj 12 j (4) purchase any common sharsa; or (5) merge or consolidate with any other corporation, 13| except into or with a wholly owned subsidiary corporation; or . I 14 1 (6) sell, convey or otherwise dispose of all or substan 15 tially all cf the property or business of this corporation; or I 1*1 (7) Incur, assume cr guarantee any indebtedness (other | I! l?l than such as may be represented by the obligation to pay rent underj 18 ,i leases) maturing more than sixty (6o) months after the date on 191 which it is incurred, assumed, or guaranteed by the corporation, 20 except purchase money obligations, obligations' assumed os part of 21 the price of property purchased, cr the extension, renewal or 22 refunding of any thereof. 23 , VI 24 : "The number of Directors cf this corporation is three (3); 25 , the names and addresses cf the persons who are appointed to act as 26 the first Directors of this corporation are as follows: 27 C. P; WOODLAND 28 J. T. KIRKLAND 29 1449 Murwood Road Walnut Creek, California 109 Estates Drive Orinda, California 30 FRANCES E. WOODLAND 34119 Murwood Road T walnut Creek, Califoral; 31 32 -9- [s-_ VII Before there can be a valid sale or transfer of any cf the common shares of this corporation by the holders thereof, the holder of the shares to be sold or transferred enall first give notice in writing to the secretary of thla corporation of his intention to sell or transfer such shares. Said notice shall specify the number of chares to be sold or transferred, the price per share, and the terms upon which uucn holder Intends to make such sale or transfer. The secretary shall, within five (5) days . thereafter, mail or deliver a copy of said notice to each of the ether common sharenolderc of reword of this corporation. Such notice may be deliverec to such shareholders personally or may be mailed to the last known address of such shareholders, as the same cay appear on the bocks of this corporation. Within fifteen (15} days after the mailing or delivering of said notices to such snare* holders, any such shareholder or shax'enoidcrs dealring to acquire any part or all cf the shares referreu to in saia notice shall deliver by mail or otheruicc to the secretary of this corporation a written offer or offers to purchase a specified number or numbers of such shares at the price ano upon the term: stated in said notice. If the total nuir.be:* of or,arcs specified la such offers exceeds the number of cnaret referred to in said notice, each offer ing shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary, as the num ber of common shares of this corporation, which he holds, bears to 1 total number of common shares held by all such' shareholders deatrine to purchase the shaves referred to In sale notice to the secretary. If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment*.each common shareholder desiring to purchase shares in a number in excess of , his proportionate share, ac provided aoovc, shall be entitled to purchase such proportion of those shares which remain thus undlspoel ;-io * TArr-s- X.."! cf, as the total number of cosroon snares which he holdo tears to the total number of common shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment. ' If none or only a part of the chores referred to in said notice to the secretery is purchased, as aforesaid, in accordance with offers made within said fifte(15) day period, the sharehold^b desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary not so purchased by the other shareholders, to any person or persons he may so desire; provided, however, that ho shall not cell or transfer 12 such shares at a lower price or on terms more favorable to the 13 purchaser or transferee than those specified in said notice to tne 14 secretary. 15 Any sale or transfer, or purported sale or transfer, of 16 the common shares of eald corporation shall be null and void unless 17 the termo, conditions and provisions of this Article VII ere strict 18 observed and followed. 19 20 IN WITNESS WHSRECF, w;, us incorporators, end named 21 hereinabove as Directors, have hereunto cut cur hands and seals 22 as such incorporators and directors in thu County of Contra Costs 23 State of California, this 2nd dav of November_____ , 1957. 24 25 <. t. !.;.!>________________ 26 27 J. T. i'.iiiVlMiU 28 % 29 30 31 STATS OF CALIFORNIA COUNTY OF CONTRA COSTA ) ) On this 2nd__day of November, 19S7. before me R. E. WADSWORTH, a Notary Public in and for the said County and State, residing therein, duly commissioned and sworn, personally appeared C. P. WOODLWT*, J. T. KIRKLAND and FRANCES D. WOODLAND, known to me to be the persons v:hono names are subscribed to & foregoing Articles cf Incorporation, and acknowledged to os' that they executed the came. WITNESS MY HAND ANT* OFFICIAL SEAL. R. _E. VMDSWQRTU, NOTARY FlfoLIC in and for the above named County and State. tty Commission Expires: June 21, 1961. .. 17 18 19 20 21 22 23 24 25 26 27 28 29 2Q 31 32 DEPARTMENT OF STATE To all to u>hoit?ihese presents shall come, Greetings: 1, FRANK M. JORDAN, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the record on file in my office, of which it purports to be a copy, and that the same is full, true and correct. In testimony whereof, 1, FRANK M. JORDAN, Secretary of State, have hereunto caused the Great Seal of the State of California to be affixed and my name subscribed, at the City of Sacramento, in the State of California, ' this.......g.th..day..Qf.l>rt.>..:.vh;r, 1957 cjes-cec $) Sterility / Suit